TIDMABAL
RNS Number : 3096Y
Abal Group PLC
30 December 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service ("RIS"),
this inside information is now considered to be in the public
domain.
30 December 2019
Abal Group Plc
Half year results
Abal Group Plc (the "Company" or "the Group"), currently an AIM
Rule 15 cash shell, announces its unaudited half year results for
the six months ended 30 September 2019.
Operational and strategic overview
In the group's Annual Report for the year ended 31 March 2019,
there was an explanation in some detail of the circumstances
leading up to the disposal of all the group's Imaginatik innovation
business and assets on 5 February 2019. From the date of that
disposals, the Company changed its name and became an AIM Rule 15
cash shell seeking new investment opportunities.
On 27 September 2019, the Company announced that a conditional
share purchase and sale agreement had been reached to acquire all
of the share capital of Supply@Me SRL.
Supply@Me SRL is an Italian company that has developed an
innovative, proprietary, digital system which underpins a fintech
platform that enables customers to carry out 'inventory
monetisation' transactions by transforming their unsold stock of
goods to Supply@Me SRL.
The consideration will only be by the issue of new ordinary
shares in Abal, the number of which remains uncertain pending final
negotiations, and a further share placing is planned to cover the
costs of the proposed transaction and to provide working capital
and development capital. This transaction would be both a reverse
takeover and a related party transaction in accordance with the AIM
Rules, because of the relationships between certain persons in
relation to the Company and Supply@Me SRL and its shareholders and
service providers.
Negotiations for this potential acquisition are approaching a
conclusion, but are still subject to several key approvals. There
is no assurance that the agreement will complete. Please be assured
your board are making every effort to deliver a successful result
for shareholders.
Financial overview
As already reported, in February 2019 the Company sold its
Imaginatik business and business assets. Consequently, in the
current six months reporting period to 30 September 2019, the
Company was a cash shell seeking new investment opportunities. In
this period, there was no income, except from the close out of a
small rented property in the USA, and the Company's costs were that
of sustaining the Company and its AIM listing, and the not
insignificant costs, mainly professional fees, incurred in the
normal processes towards achieving and completing the new
investment referred to above in the overview part of this
report.
Under IFRS accounting, the results of the Group are separated
between continuing and discontinued operations, and prior year
consolidated figures have been restated where appropriate. The
continuing operations represent the ongoing activities of the
holding company as a cash shell with the costs of maintaining the
Company and seeking new investment. The discontinued operations
include all the trading activities up to the date of the sale plus
the profit on the sale.
The financial results for the six months to 30 September 2019
are summarised as follows:
-- Continuing Operations:
o Revenues for H1 2019 GBPnil (H1 2018: GBPnil)
o Corporate expenses H1 2019 GBP641,000 (H1 2018:
GBP360,000)
o Taxation H1 2019 GBPnil (H1 2018: GBPnil)
o Loss from Continuing Operations H1 2019 GBP601,000 (H1 2018:
GBP349,000)
-- Discontinued Operations:
o Pro/(Loss) from Discontinued Operations H1 2019 GBPnil (H1
2018: Loss (GBP246,000))
-- Total comprehensive loss H1 2019 (GBP601,000) (H1 2018: Loss ( GBP595,000))
-- Cash balances H1 2019 GBP126,000 (H1 2018: GBP14,000)
Simon Charles, Chairman, said:
"Discussions are progressing towards reaching a conclusion on
the acquisition and we will update shareholders when we can.
Regulatory discussions and approvals are progressing satisfactorily
and we are hopeful that we will be able to make a further
announcement in relatively soon."
For further information:
Abal Group PLC (www.abalplc.com)
Simon Charles, Non-Executive Director +44 (0)20 3198 2554
WH Ireland Limited, Nomad and Joint Broker
Mike Coe/Chris Savidge +44 (0)207 220 1666
Peterhouse Capital Limited, Joint Broker
Lucy Williams/Duncan Vasey +44 (0)20 7469 0936
Abal Group PLC
Consolidated Statement of Comprehensive Income
For the six months ended 30 September 2019
6 Months 6 Months Year
Ended Ended Ended
30 Sept 30 Sept 31 March
2019 2018 2019
Unaudited Unaudited* Audited*
Notes GBP'000 GBP'000 GBP'000
Continuing Operations 2
Revenue - - -
Cost of Sales - - -
Gross Profit - - -
Administrative Expenses (190) (360) (726)
Exceptional item - (451) - -
Administrative
Expenses
Other Income 40 31 69
------------------------- ------------------------ ------------------------
Operating (Loss) (601) (329) (657)
Financial Expense - (20) (42)
------------------------- ------------------------ ------------------------
(Loss) Before Income Tax (601) (349) (699)
Income tax 3 - - -
------------------------- ------------------------ ------------------------
(Loss) from continuing
operations (601) (349) (699)
Profit / (Loss) from
discontinued
operations 2 - (246) 325
------------------------- ------------------------ ------------------------
(Loss) and total comprehensive
income
for the period
attributable to the equity
shareholders
of the parent (601) (595) (374)
Earnings per ordinary share
(pence)
from continuing and
discontinued operations
attributable to the equity
shareholders:
Continuing operations basic
- pence 4 (0.15)p (1.26)p (1.32)p
Total basic earnings per share
attributable
to
the equity shareholders of
the parent
- pence 4 (0.15)p (2.15)p (0.71)p
------------------------- ------------------------ ------------------------
*Prior period figures restated to be comparative to current
period continuing and discontinued operations.
Abal Group PLC
Consolidated Statement of Financial Position
as at 30 September 2019
30 Sep 30 Sep 31 March
2019 2018 2019
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Non-Current Assets
Property, Plant & Equipment - 16 -
Intangible Assets - 987 -
Trade & other receivables 127
Total Non-Current Assets - 1,130 -
---------- ---------- ---------
Current Assets
Trade & Other Receivables 94 897 121
Cash & Cash Equivalents 126 14 771
---------- ---------- ---------
Total Current Assets 220 911 892
---------- ---------- ---------
Total Assets 220 2,041 892
---------- ---------- ---------
Equity
Ordinary Share Capital 4,767 4,766 4,767
Share premium 9,599 8,911 9,599
Other reserves 1,217 1,278 1,217
Profit and Loss (15,808) (15,409) (15,207)
Equity (225) (454) 376
---------- ---------- -----------
Liabilities
Current Liabilities
Trade & Other Payables 392 2,333 463
Derivative financial instruments 53 - 53
Total Current Liabilities 445 2,333 516
---------- ---------- ---------
Non-Current Liabilities
Other payables - 162 -
Total Liabilities 445 2,495 516
---------- ---------- ---------
Total Equity and Liabilities 220 2,041 892
---------- ---------- ---------
Abal Group PLC
Consolidated Statement of Cash Flows
For the six months ended 30 September 2019
6 Months 6 Months Year
Ended Ended Ended
30 Sep 30 Sep 31 March
2019 2018 2019
Unaudited Unaudited* Audited*
GBP'000 GBP'000 GBP'000
Cash Flows from Operating Activities
Operating profit/(loss) before tax from:
Continuing operations (601) (575) (699)
Discontinued operations - 325
Adjustments to cash flows from non-cash
items:
Depreciation, amortisation and impairments - 105 203
Profit on sale of business - (935)
Share based payment transactions - 26 (35)
Derivative financial instrument - 34
Income tax credit - (141)
Interest - 8
Change in Trade & Other Receivables 27 74 156
Change in Trade & Other Payables (71) (61) (512)
----------------------- ----------- ---------
Cash (Used in) Operations (645) (431) (1.596)
Finance Costs (20) (8)
Tax Received - 141
----------------------- ----------- ---------
Net Cash (Used in) Operating Activities (645) (451) (1,463)
----------------------- ----------- ---------
Cash Flows from Investing Activities
Proceeds from sale of business - - 1,207
Purchase of Intangible Assets - (157) (205)
----------------------- ----------- ---------
Net Cash Generated (Used) in Investing
Activities - (157) 1,002
----------------------- ----------- ---------
Cash Flows from Financing Activities
Proceeds from the issue of ordinary shares - 561 1,171
Net Cash Generated from Financing Activities - 561 1,171
----------------------- ----------- ---------
Net Increase/ (Decrease) in Cash and
Cash Equivalents (645) (47) 710
Cash and Cash Equivalents at the Start
of the Period 771 61 61
----------------------- ----------- ---------
Cash and Cash Equivalents at the End
of the Period 126 14 771
----------------------- ----------- ---------
*Prior period figures restated to be comparative to current
period continuing and discontinued operations.
Abal Group PLC
Consolidated Statement of Changes in Equity
For the six months ended 30 September 2019 (unaudited)
Ordinary Share
Share Share Option Retained
Capital Premium Reserve Losses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 April 2019 4,767 9,599 1,217 (15,207) 376
Comprehensive Loss for
the Period - - - (601) (601)
At 30 September 2019 4,767 9,599 1,217 (15,808) (225)
-------- --------- --------- --------- --------
For the six months ended 30 September 2018 (unaudited)
Share
Share Share Option Retained
Capital Premium Reserve Losses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 April 2018 4,765 8,350 1,252 (14,814) (447)
Issue of New Shares 1 561 - - 562
Share Option Charge - - 26 - 26
Comprehensive Loss for
the Period - - - (595) (595)
At 30 September 2018 4,766 8,911 1,278 (15,409) (454)
---------- --------- --------- ------------------- ------------------
For the year ended 31 March 2019 (audited)
Share
Share Share Option Retained
Capital Premium Reserve Losses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 April 2018 4,765 8,350 1,252 (14,814) (447)
Issue of New Shares 2 1,249 - - 1,251
Share Option Charge - - (35) - (35)
Conversion of debt to
Equity - - (19) (19)
Comprehensive Loss for
the Period - - - (374) (374)
At 31 March 2019 4,767 9,599 1,217 (15,207) 376
---------- --------- --------- ------------------- ------------------
Abal Group PLC
Notes to the financial statements
For the six months ended 30 September 2019 (unaudited)
1. Basis of preparation
These interim financial statements have been prepared in
accordance with IAS 34 - Interim Financial Reporting using the
recognition and measurement principles of International Accounting
Standards, International Financial Reporting Standards and
Interpretations adopted for use in the European Union (collectively
"Adopted IFRS").
The principal accounting policies used in preparing these
interim financial statements are those expected to apply to the
Group's Consolidated Financial Statements for the year ending 31
March 2020 and are unchanged from those disclosed in the Group's
audited Annual Report for the year ended 31 March 2019.
The financial information for the six months ended 30 September
2019 and 30 September 2018 is unaudited and does not constitute
statutory financial statements for those periods.
The comparative financial information for the year ended 31
March 2019 is not statutory accounts within the meaning of s434 of
the Companies Act 2006 but has been derived from the audited
statutory financial statements for that year. The statutory
accounts for the year ended 31 March 2019 have been reported on by
the Company's auditor, delivered to the Registrar of Companies and
have been posted on the Group's website.
The auditor's opinion on the Group's financial statements for
the year ended 31 March 2019 was unqualified.
2. Continuing operations, discontinued operations and
exceptional item
2a Summary
On 4 February 2019 the group sold all of its business and assets.
Consequently, disclosure of segmental information is no longer
appropriate, and instead the group's results are reported separately
under headings for the group's continuing operations as a holding
company and for the discontinued operations. The comparative statement
of profit and loss has been restated as is the operation had been
discontinued from the start of the prior year.
2b Continuing operations and exceptional item
As all the trading activities have been discontinued, there is
no ongoing segmental information. The following results for
continuing operations are for the administrative costs of the
Group's parent company.
6 Months 6 Months Year
Ended Ended Ended
September September March
2019 2018 2019
Unaudited Unaudited Audited
GBP000 GBP000 GBP000
------------------------------------------- ---- ----------- ----------- ---------
Corporate expenses (190) (360) (726)
Exceptional item - Corporate expenses -
see note below (451) - -
Other income 40 31 69
Finance cost - (20) (42)
------------------------------------------------- ----------- ----------- ---------
Loss after tax (601) (349) (699)
------------------------------------------------- ----------- ----------- ---------
The exceptional item relates to the cost of professional fees
incurred in preparation for the proposed acquisition that is
explained in Note 5.
2c Discontinued operations
On 4 February 2019 the group sold all of its business and
assets. The financial performance for this disposed business may be
summarised:
6 Months 6 Months Year
Ended Ended Ended
September September March
2019 2018 2019
Unaudited Unaudited Audited
GBP000 GBP000 GBP000
----------------------------------------------- ------------ ----------- ---------
Revenue - 1,423 2,297
Expenses - (1,669) (3,048)
------------------------------------------------ ----------- ----------- ---------
Loss before income tax - (246) (751)
Income tax expense - 141
-------------------------------------------------------------- ----------- ---------
Loss after tax for discontinued operation - (246) (610)
Gain on sale of the subsidiary after tax
- see below - - 935
------------------------------------------------ ----------- ----------- ---------
Comprehensive income/(loss) from discontinued
operation - (246) 325
------------------------------------------------ ----------- ----------- ---------
3. Income Tax
There was no income tax for the six month periods ended 30
September 2018 and 2019. There was an income tax credit of
GBP141,000 for the year ended 31 March 2019. This income tax credit
represented the research and development tax credits receivable for
that period.
4. Earnings per share
Basic EPS loss per share: 6 months 6 months Year
ended ended ended
September 2019 September 2018 March 2019
(Loss) from continuing
operations GBP(601,000) GBP(349,000) GBP(699,000)
Total comprehensive
(loss) GBP(601,000) GBP(595,000) GBP(374,000)
Weighted number of Ordinary
Shares - thousands 388,372 27,731 52,990
Basic (Loss) per share
- continuing operations
- pence (0.15p) (1.26p) (1.32p)
Basic total comprehensive
(loss) per share - pence (0.15p) (2.15p) (0.71p)
The diluted EPS for the continuing operations and the diluted
EPS in total (and in the prior periods) were the same as the Basic
EPS as they were all losses. The diluted EPS for the discontinued
operations in the year ended 31 March 2019 was a profit of 0.57p.
For the calculation of this diluted EPS for the discontinued
operations, the profit used was the same as for the Basic EPS, and
the Basic weighted average number of shares was increased by
4,428,860 shares in respect of the outstanding share options and
convertible loan note. At 31 March 2019, 7,946,158 options were
excluded from the diluted EPS because their effect would have been
anti-dilutive. The average mark value of the shares for the
purposes of calculating the dilutive effect was based on quoted
market prices for the year during which the options were
outstanding.
5. Subsequent event
On 27 September 2019, the group announced that a conditional
share purchase and sale agreement had been reached to acquire all
of the share capital of Supply@Me SRL. Supply@Me SRL is an Italian
company that has developed an innovative, proprietary, digital
system which underpins a fintech platform that enables customers to
carry out 'inventory monetisation' transactions by transforming
their unsold stock of goods to Supply@Me SRL. The consideration
will only be by the issue of new ordinary shares in Abal, the
number of which is uncertain, and a further share placing is
planned to cover the costs of the proposed transaction and to
provide working capital and development capital. This transaction
would be both a reverse takeover and a related party transaction in
accordance with the AIM Rules, because of the relationships between
certain persons in relation to the Company and Supply@Me SRL, its
shareholders and service providers and is still subject to several
key approvals. There is no assurance that the agreement will
complete.
6. Copies of Interim Report
Copies of this interim report are available upon request to
members of the public from the Company's registered office, 27/28
Eastcastle Street, London, W1W 8DH. This interim report can also be
viewed on the Group's website: www.abalplc.com
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END
IR TMBATMBMJBRL
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